UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant [X] Filed by a Party other than the Registrant[ ] |
| |
| Check the appropriate box: |
| |
| | [ ] | | Preliminary Proxy Statement |
| [ ] | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| [] | | Definitive Proxy Statement |
| [X] | | Definitive Additional Materials |
| [ ] | | Soliciting Material Pursuant to §240.14a-12 |
SA FUNDS - INVESTMENT TRUST
(Exact Name of Registrant as Specified in Charter)
_________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): |
| |
| | [X] | | No fee required. |
| [ ] | | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| | | (1) | | Title of each class of securities to which transaction applies: |
| | | | | |
| | | (2) | | Aggregate number of securities to which transaction applies: |
| | | | | |
| | | (3) | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| | | | | |
| | | (4) | | Proposed maximum aggregate value of transaction: |
| | | | | |
| | | (5) | | Total fee paid: |
| | | | | |
| [ ] | | Fee paid previously with preliminary materials: |
| [ ] | | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| | | (1) | | Amount Previously Paid: |
| | | | | |
| | | (2) | | Form, Schedule or Registration No.: |
| | | | | |
| | | (3) | | Filing Party: |
| | | | | |
| | | (4) | | Date Filed: |
| | | | | |
Dear Shareholder:
I am writing to ask for your help. As a shareholder of the SA Funds, your vote is critical.
Because 50% of shareholders have not yet voted, we’ve had to adjourn the Meeting of Shareholders to April 26, 2019.
This why we need your vote on the enclosed proposals related to the new investment advisory and administrative service agreements between the Trust, on behalf of each Fund and the Adviser and the new sub-advisory agreements by and among the Trust, on behalf of each Sub-Advised Fund, the Adviser and the Sub-Adviser.
Please note, these are administrative changes that will not impact your underlying investments or your fees.
As you may recall from previous mailings, the Board of Directors recommends approval of
the proposals.
Voting takes two minutes. Just complete, sign, date and return the enclosed proxy card or vote by telephone or internet. Please vote as soon as possible to save the expense of additional solicitations.
If you have any questions about the proposal or the voting instructions, please call your financial advisor or Broadridge Financial Solutions, Inc. toll free at (844) 670-2133.
Sincerely,
Alex Potts
President & CEO, SA Funds
NOTICE OF ADJOURNED SPECIAL MEETING OF SHAREHOLDERS
| SA U.S. Fixed Income Fund | | SA International Value Fund |
| | | |
| SA Global Fixed Income Fund | | SA International Small Company Fund |
| | | |
| SA U.S. Core Market Fund | | SA Emerging Markets Value Fund |
| | | |
| SA U.S. Value Fund | | SA Real Estate Securities Fund |
| | | |
| SA U.S. Small Company Fund | | SA Worldwide Moderate Growth Fund* |
| | | |
| (each a “Fund” and together, the “Funds”) |
* The SA Worldwide Moderate Growth Fund (the “Allocation Fund”) is structured as a fund of funds, with an investment adviser and no sub-adviser. All of the Funds other than the Allocation Fund have both an investment adviser and a sub-adviser (the “Sub-Advised Funds”).
Dear Shareholder:
I am writing to notify you that the special meeting (the “Meeting”) of shareholders of the above-named Funds, each a series of SA Funds - Investment Trust (the “Trust”), originally scheduled for January 29, 2019, has been adjourned to a new date of April 26, 2019 at 10:00 a.m. (Pacific Time). The Meeting will be held at 10 Almaden Blvd., 15th Floor, San Jose, California 95113. At the Meeting, shareholders will be asked to vote on the following proposals with respect to each Fund in which they own shares:
| Proposals | | Applicable Funds |
| |
| To approve new investment advisory and administrative services agreements between the Trust, on behalf of each Fund, and the Adviser. | | All Funds |
| |
| To approve new sub-advisory agreements by and among the Trust, on behalf of each Sub-Advised Fund, the Adviser and the Sub-Adviser. | | The Sub-Advised Funds |
To comply with the Trust’s By-Laws and applicable law with respect to the record date for an adjourned shareholder meeting, the Board of Trustees of the Trust (the “Board” or the “Trustees”) has established a new record date of February 5, 2019 (the ‘‘New Record Date’’) for the adjourned Meeting. Only shareholders of record at the close of business on the New Record Date are entitled to notice of, and to vote at, the adjourned Meeting (and any further adjournments thereof). The information in this letter amends the Notice of a Special Meetings of Shareholders that was mailed to you on or about November 30, 2018 (the ‘‘Original Notice’’) and the Proxy Statement for the Special Meeting of Shareholder that was mailed to you on or about November 30, 2018 (the ‘‘Proxy Statement’’) and any other information about the Meeting. Because you were a shareholder on November 16, 2018 (the ‘‘Original Record Date’’), you previously received the Original Notice and the Proxy Statement.
PLEASE TAKE A MINUTE TO CAST YOUR VOTE.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSALS.
To assure the presence of a sufficient quorum to approve the proposals at the Meeting,please promptly complete, sign, date and return the enclosed proxy card(s) or vote by telephone or internetat the number or website address printed on the enclosed proxy card(s). Voting is quick and easy. Please vote as soon as possible to save the expense of additional solicitations.
SA-Un-voted
The number of outstanding shares of each Fund, as of the close of business on the New Record Date, is included in Appendix A to this notice. As of the New Record Date: no shareholder owned, beneficially or of record, more than 5% of any Fund, except as provided in Appendix B; and the percentage of shares owned by the Trust’s Trustees and officers, individually and as a group, did not exceed 1% of the outstanding shares of any of the Funds.
To the extent the information in the Original Notice and Proxy Statement has not been amended by this letter, such information remains applicable to this solicitation of proxies and the Meeting.
If you would like another copy of the Proxy Statement or if you have any questions about the proposals or the voting instructions, please call Broadridge Financial Solutions, Inc. toll free at (844) 670-2133.
Sincerely,
Alex Potts
President & CEO, SA Funds
- 2 -
Appendix A - Shares Outstanding
| Fund Name | Total Outstanding Shares as of the Record Date |
| SA U.S. Fixed Income Fund | 61,645,164.40 |
| SA International Value Fund | 63,431,188.80 |
| SA Global Fixed Income Fund | 77,384,470.35 |
| SA International Small Company Fund | 16,497,887.57 |
| SA U.S. Core Market Fund | 33,224,240.75 |
| SA Emerging Markets Value Fund | 21,965,712.68 |
| SA U.S. Value Fund | 34,864,568.43 |
| SA Real Estate Securities Fund | 16,312,927.11 |
| SA U.S. Small Company Fund | 16,277,509.55 |
| SA Worldwide Moderate Growth Fund | 3,488,171.00 |
- 3 -
Appendix B - Principal Holders
As of the New Record Date, the persons shown in the table below were known to the Funds to own, beneficially or of record, more than 5% of the outstanding shares of any Fund. The nature of ownership for each position listed is “of record.”
| SA U.S. Core Market Fund- Investor Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 3,017,611.234 | 40.71% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 2,222,378.877 | 29.98% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| TD Ameritrade Inc. For The | 554,604.719 | 7.48% |
| Exclusive Benefit of Our Clients | | |
| P.O. Box 2226 | | |
| Omaha, NE 68103-2226 | | |
| |
| SA U.S. Value Fund- Investor Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 3,106,799.241 | 41.41% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 2,356,800.56 | 31.41% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| TD Ameritrade Inc. For The | 578,472.631 | 7.71% |
| Exclusive Benefit of Our Clients | | |
| P.O. Box 2226 | | |
| Omaha, NE 68103-2226 | | |
| |
| SA U.S. Small Company Fund- Investor Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 1,423,303.758 | 40.61% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 1,142,379.945 | 32.59% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| TD Ameritrade Inc. For The | 264,270.064 | 7.54% |
| Exclusive Benefit of Our Clients | | |
| P.O. Box 2226 | | |
| Omaha, NE 68103-2226 | | |
- 4 -
| SA International Value Fund - Investor Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 5,350,444.532 | 43.21% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 4,005,127.456 | 32.34% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| TD Ameritrade Inc. For The | 776,147.036 | 6.27% |
| Exclusive Benefit of Our Clients | | |
| P.O. Box 2226 | | |
| Omaha, NE 68103-2226 | | |
| |
| SA International Small Co Fund- Investor Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 1,469,002.266 | 42.21% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 1,090,315.92 | 31.33% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| TD Ameritrade Inc. For The | 245,632.716 | 7.06% |
| Exclusive Benefit of Our Clients | | |
| P.O. Box 2226 | | |
| Omaha, NE 68103-2226 | | |
| |
| SA Global Fixed Income- Investor Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 6,466,701.128 | 43.07% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 5,208,948.874 | 34.69% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| TD Ameritrade Inc. For The | 808,972.269 | 5.39% |
| Exclusive Benefit of Our Clients | | |
| P.O. Box 2226 | | |
| Omaha, NE 68103-2226 | | |
- 5 -
| SA U.S. Fixed Income Fund- Investor Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 5,132,804.541 | 42.46% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 4,174,877.721 | 34.53% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| TD Ameritrade Inc. For The | 710,101.51 | 5.87% |
| Exclusive Benefit of Our Clients | | |
| P.O. Box 2226 | | |
| Omaha, NE 68103-2226 | | |
| |
| SA Emerging Markets Value Fund- Investor Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 1,837,542.538 | 44.53% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 1,251,460.316 | 30.33% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| TD Ameritrade Inc. For The | 295,949.484 | 7.17% |
| Exclusive Benefit of Our Clients | | |
| P.O. Box 2226 | | |
| Omaha, NE 68103-2226 | | |
| |
| SA Real Estate Securities Fund- Investor Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 1,454,510.911 | 44.03% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 999,880.519 | 30.27% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| TD Ameritrade Inc. For The | 267,892.992 | 8.11% |
| Exclusive Benefit of Our Clients | | |
| P.O. Box 2226 | | |
| Omaha, NE 68103-2226 | | |
- 6 -
| SA Worldwide Moderate Growth Fund |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 888,173.517 | 25.46% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 1,267,328.645 | 36.33% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| TD Ameritrade Inc. For The | 754,886.786 | 21.64% |
| Exclusive Benefit of Our Clients | | |
| P.O. Box 2226 | | |
| Omaha, NE 68103-2226 | | |
| |
| SA U.S. Core Market Fund- Select Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 10,206,796.645 | 39.50% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 9,665,296.685 | 37.40% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| |
| SA U.S. Value Fund- Select Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 11,204,962.453 | 40.91% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 9,966,342.868 | 36.38% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| |
| SA U.S. Small Company Fund - Select Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 5,156,784.062 | 40.34% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 4,802,844.148 | 37.57% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
- 7 -
| SA International Value Fund- Select Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 20,752,486.786 | 40.61% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 18,890,678.544 | 36.97% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| |
| SA International Small Company Fund- Select Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 5,751,222.336 | 44.13% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 5,054,618.413 | 38.79% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| |
| SA Global Fixed Income Fund- Select Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 25,409,666.948 | 40.66% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 25,363,782.688 | 40.59% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| |
| SA U.S. Fixed Income Fund- Select Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 20,258,192.99 | 40.77% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 19,561,053.594 | 39.37% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| |
| SA Emerging Markets Value Fund- Select Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 7,416,477.492 | 41.53% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 6,068,726.735 | 33.98% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| National Financial Services LLC | 1,120,967.838 | 6.28% |
| 499 Washington Blvd. | | |
| Jersey City, NJ 07310-1995 | | |
- 8 -
| SA Real Estate Securities Fund- Select Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 5,358,723.931 | 41.14% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 4,636,508.197 | 35.59% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| National Financial Services LLC | 651,820.983 | 5.00% |
| 499 Washington Blvd. | | |
| Jersey City, NJ 07310-1995 | | |
- 9 -
Dear Shareholder:
Enclosed are materials concerning the adjourned Meeting of Shareholders of the SA Funds, which is now scheduled to meet on April 26, 2019.YOU HAVE PREVIOUSLY VOTED YOUR SHARES.
| ● | IF YOU DO NOT WISH TO CHANGE YOUR VOTE, NO ACTION IS NECESSARY.Unless we receive instructions from you to the contrary, we will vote your shares according to your previous instructions on any previously submitted proxy card or pursuant to any instructions previously submitted by telephone or through the internet. |
| | |
| ● | IF YOU WISH TO CHANGE YOUR VOTE,please call Broadridge Financial Solutions Inc., at (844) 670-2133. |
As you may recall from previous mailings, the Board of Directors recommends approval of the proposals to approve new investment advisory and administrative service agreements between the Trust, on behalf of each Fund and the Adviser as well as approve new sub-advisory agreements by and among the Trust, on behalf of each Sub-Advised Fund, the Adviser and the Sub-Adviser.
If you have any questions about the proposal or the voting instructions, please call your financial advisor or Broadridge Financial Solutions, Inc. toll free at (844) 670-2133.
Sincerely,
Alex Potts
President & CEO, SA Funds
NOTICE OF ADJOURNED SPECIAL MEETING OF SHAREHOLDERS
| SA U.S. Fixed Income Fund | SA International Value Fund |
| | |
| SA Global Fixed Income Fund | SA International Small Company Fund |
| | |
| SA U.S. Core Market Fund | SA Emerging Markets Value Fund |
| | |
| SA U.S. Value Fund | SA Real Estate Securities Fund |
| | |
| SA U.S. Small Company Fund | SA Worldwide Moderate Growth Fund* |
| | |
| (each a “Fund” and together, the “Funds”) |
* The SA Worldwide Moderate Growth Fund (the “Allocation Fund”) is structured as a fund of funds, with an investment adviser and no sub-adviser. All of the Funds other than the Allocation Fund have both an investment adviser and a sub-adviser (the “Sub-Advised Funds”).
Dear Shareholder:
I am writing to notify you that the special meeting (the “Meeting”) of shareholders of the above-named Funds, each a series of SA Funds - Investment Trust (the “Trust”), originally scheduled for January 29, 2019, has been adjourned to a new date of April 26, 2019 at 10:00 a.m. (Pacific Time). The Meeting will be held at 10 Almaden Blvd., 15th Floor, San Jose, California 95113. At the Meeting, shareholders will be asked to vote on the following proposals with respect to each Fund in which they own shares:
| Proposals | Applicable Funds |
| |
| To approve new investment advisory and administrative services agreements between the Trust, on behalf of each Fund, and the Adviser. | All Funds |
| |
| To approve new sub-advisory agreements by and among the Trust, on behalf of each Sub-Advised Fund, the Adviser and the Sub-Adviser. | The Sub-Advised Funds |
To comply with the Trust’s By-Laws and applicable law with respect to the record date for an adjourned shareholder meeting, the Board of Trustees of the Trust (the “Board” or the “Trustees”) has established a new record date of February 5, 2019 (the “New Record Date”) for the adjourned Meeting. Only shareholders of record at the close of business on the New Record Date are entitled to notice of, and to vote at, the adjourned Meeting (and any further adjournments thereof). The information in this letter amends the Notice of a Special Meeting of Shareholders that was mailed to you on or about November 30, 2018 (the “Original Notice”) and the Proxy Statement for the Special Meeting of Shareholders that was mailed to you on or about November 30, 2018 (the ‘‘Proxy Statement’’) and any other information about the Meeting. Because you were a shareholder on November 16, 2018 (the ‘‘Original Record Date’’), you previously received the Original Notice and the Proxy Statement. In response to the Proxy Statement:
YOU HAVE PREVIOUSLY VOTED YOUR SHARES.
| ● | IF YOU DO NOT WISH TO CHANGE YOUR VOTE, NO ACTION IS NECESSARY.Unless we receive instructions from you to the contrary, we will vote your shares according to your previous instructions on any previously submitted proxy card(s) or pursuant to any instructions previously submitted by telephone or through the internet. |
SAVOTED
| ● | IF YOU WISH TO CHANGE YOUR VOTE,please call Broadridge Financial Solutions Inc. at (844) 670-2133. |
As you may recall from previous mailings, the Board recommends approval of each of the proposals listed above.
The number of outstanding shares of each Fund, as of the close of business on the New Record Date, is included in Appendix A to this notice. As of the New Record Date: no shareholder owned, beneficially or of record, more than 5% of any Fund, except as provided in Appendix B; and the percentage of shares owned by the Trust’s Trustees and officers, individually and as a group, did not exceed 1% of the outstanding shares of any of the Funds.
To the extent the information in the Original Notice and Proxy Statement has not been amended by this letter, such information remains applicable to this solicitation of proxies and the Meeting.
If you would like another copy of the Proxy Statement or if you have any questions about the proposals or the voting instructions, please call Broadridge Financial Solutions, Inc. toll free at (844) 670-2133.
| Sincerely, |
| |
 |
| |
Alex Potts
President & CEO, SA Funds |
- 2 -
Appendix A - Shares Outstanding
| Fund Name | Total Outstanding Shares as of the Record Date |
| SA U.S. Fixed Income Fund | 61,645,164.40 |
| SA International Value Fund | 63,431,188.80 |
| SA Global Fixed Income Fund | 77,384,470.35 |
| SA International Small Company Fund | 16,497,887.57 |
| SA U.S. Core Market Fund | 33,224,240.75 |
| SA Emerging Markets Value Fund | 21,965,712.68 |
| SA U.S. Value Fund | 34,864,568.43 |
| SA Real Estate Securities Fund | 16,312,927.11 |
| SA U.S. Small Company Fund | 16,277,509.55 |
| SA Worldwide Moderate Growth Fund | 3,488,171.00 |
- 3 -
Appendix B - Principal Holders
As of the New Record Date, the persons shown in the table below were known to the Funds to own, beneficially or of record, more than 5% of the outstanding shares of any Fund. The nature of ownership for each position listed is “of record.”
| SA U.S. Core Market Fund- Investor Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 3,017,611.234 | 40.71% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 2,222,378.877 | 29.98% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| TD Ameritrade Inc. For The | 554,604.719 | 7.48% |
| Exclusive Benefit of Our Clients | | |
| P.O. Box 2226 | | |
| Omaha, NE 68103-2226 | | |
| |
| SA U.S. Value Fund- Investor Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 3,106,799.241 | 41.41% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 2,356,800.56 | 31.41% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| TD Ameritrade Inc. For The | 578,472.631 | 7.71% |
| Exclusive Benefit of Our Clients | | |
| P.O. Box 2226 | | |
| Omaha, NE 68103-2226 | | |
| |
| SA U.S. Small Company Fund- Investor Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 1,423,303.758 | 40.61% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 1,142,379.945 | 32.59% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| TD Ameritrade Inc. For The | 264,270.064 | 7.54% |
| Exclusive Benefit of Our Clients | | |
| P.O. Box 2226 | | |
| Omaha, NE 68103-2226 | | |
- 4 -
| SA International Value Fund - Investor Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 5,350,444.532 | 43.21% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 4,005,127.456 | 32.34% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| TD Ameritrade Inc. For The | 776,147.036 | 6.27% |
| Exclusive Benefit of Our Clients | | |
| P.O. Box 2226 | | |
| Omaha, NE 68103-2226 | | |
| |
| SA International Small Co Fund- Investor Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 1,469,002.266 | 42.21% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 1,090,315.92 | 31.33% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| TD Ameritrade Inc. For The | 245,632.716 | 7.06% |
| Exclusive Benefit of Our Clients | | |
| P.O. Box 2226 | | |
| Omaha, NE 68103-2226 | | |
| |
| SA Global Fixed Income- Investor Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 6,466,701.128 | 43.07% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 5,208,948.874 | 34.69% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| TD Ameritrade Inc. For The | 808,972.269 | 5.39% |
| Exclusive Benefit of Our Clients | | |
| P.O. Box 2226 | | |
| Omaha, NE 68103-2226 | | |
- 5 -
| SA U.S. Fixed Income Fund- Investor Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 5,132,804.541 | 42.46% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 4,174,877.721 | 34.53% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| TD Ameritrade Inc. For The | 710,101.51 | 5.87% |
| Exclusive Benefit of Our Clients | | |
| P.O. Box 2226 | | |
| Omaha, NE 68103-2226 | | |
| |
| SA Emerging Markets Value Fund- Investor Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 1,837,542.538 | 44.53% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 1,251,460.316 | 30.33% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| TD Ameritrade Inc. For The | 295,949.484 | 7.17% |
| Exclusive Benefit of Our Clients | | |
| P.O. Box 2226 | | |
| Omaha, NE 68103-2226 | | |
| |
| SA Real Estate Securities Fund- Investor Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 1,454,510.911 | 44.03% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 999,880.519 | 30.27% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| TD Ameritrade Inc. For The | 267,892.992 | 8.11% |
| Exclusive Benefit of Our Clients | | |
| P.O. Box 2226 | | |
| Omaha, NE 68103-2226 | | |
- 6 -
| SA Worldwide Moderate Growth Fund |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 888,173.517 | 25.46% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 1,267,328.645 | 36.33% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| TD Ameritrade Inc. For The | 754,886.786 | 21.64% |
| Exclusive Benefit of Our Clients | | |
| P.O. Box 2226 | | |
| Omaha, NE 68103-2226 | | |
| |
| SA U.S. Core Market Fund- Select Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 10,206,796.645 | 39.50% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
|
| Charles Schwab & Co. Inc. | 9,665,296.685 | 37.40% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| |
| SA U.S. Value Fund- Select Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 11,204,962.453 | 40.91% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 9,966,342.868 | 36.38% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
|
| |
| SA U.S. Small Company Fund - Select Share | |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 5,156,784.062 | 40.34% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 4,802,844.148 | 37.57% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
- 7 -
| SA International Value Fund- Select Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 20,752,486.786 | 40.61% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 18,890,678.544 | 36.97% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| |
| SA International Small Company Fund- Select Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 5,751,222.336 | 44.13% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 5,054,618.413 | 38.79% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| |
| SA Global Fixed Income Fund- Select Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 25,409,666.948 | 40.66% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 25,363,782.688 | 40.59% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| |
| SA U.S. Fixed Income Fund- Select Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 20,258,192.99 | 40.77% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 19,561,053.594 | 39.37% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| |
| SA Emerging Markets Value Fund- Select Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 7,416,477.492 | 41.53% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 6,068,726.735 | 33.98% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| National Financial Services LLC | 1,120,967.838 | 6.28% |
| 499 Washington Blvd. | | |
| Jersey City, NJ 07310-1995 | | |
- 8 -
| SA Real Estate Securities Fund- Select Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 5,358,723.931 | 41.14% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 4,636,508.197 | 35.59% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| National Financial Services LLC | 651,820.983 | 5.00% |
| 499 Washington Blvd. | | |
| Jersey City, NJ 07310-1995 | | |
- 9 -
Dear Shareholder:
I am writing to ask for your help. As a shareholder of the SA Funds, your vote is critical.
Because 50% of shareholders have not yet voted, we’ve had to adjourn the Meeting of Shareholders to April 26, 2019.
This why we need your vote on the enclosed proposals related to the new investment advisory and administrative service agreements between the Trust, on behalf of each Fund and the Adviser as well as the proposed new sub-advisory agreements by and among the Trust, on behalf of each Sub-Advised Fund, the Adviser and the Sub-Adviser.
Please note, these are administrative changes that will not impact your underlying investments or your fees.
The Board of Directors recommends that you vote “FOR” the proposals.
Voting takes two minutes. Just complete, sign, date and return the enclosed proxy card or vote by telephone or internet. Please vote as soon as possible to save the expense of additional solicitations.
If you have any questions about the proposal or the voting instructions, please call your financial advisor or Broadridge Financial Solutions, Inc. toll free at (844) 670-2133.
Sincerely,
Alex Potts
President & CEO, SA Funds
| NOTICE OF ADJOURNED SPECIAL MEETING OF SHAREHOLDERS |
| |
| SA U.S. Fixed Income Fund | SA International Value Fund |
| |
| SA Global Fixed Income Fund | SA International Small Company Fund |
| |
| SA U.S. Core Market Fund | SA Emerging Markets Value Fund |
| |
| SA U.S. Value Fund | SA Real Estate Securities Fund |
| |
| SA U.S. Small Company Fund | SA Worldwide Moderate Growth Fund* |
| |
| (each a “Fund” and together, the “Funds”) |
* The SA Worldwide Moderate Growth Fund (the “Allocation Fund”) is structured as a fund of funds, with an investment adviser and no sub-adviser. All of the Funds other than the Allocation Fund have both an investment adviser and a sub-adviser (the “Sub-Advised Funds”).
Dear Shareholder:
I am writing to ask for your vote, as a shareholder of one or more of the above-named Funds, each a series of SA Funds - Investment Trust (the “Trust”), at the special meeting (the “Meeting”) of shareholders of the Trust, originally scheduled for January 29, 2019, which has been adjourned to a new date of April 26, 2019 at 10:00 a.m. (Pacific Time). The Meeting will be held at 10 Almaden Blvd., 15th Floor, San Jose, California 95113. At the Meeting, shareholders will be asked to vote on the following proposals with respect to each Fund in which they own shares:
| Proposals | | Applicable Funds |
| |
| To approve new investment advisory and administrative services agreements between the Trust, on behalf of each Fund, and the Adviser. | | All Funds |
| |
| To approve new sub-advisory agreements by and among the Trust, on behalf of each Sub-Advised Fund, the Adviser and the Sub-Adviser. | | The Sub-Advised Funds |
PLEASE TAKE A MINUTE TO CAST YOUR VOTE.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSALS.
To assure the presence of a sufficient quorum to approve the proposals at the Meeting,please promptly complete, sign, date and return the enclosed proxy card(s) or vote by telephone or internetat the number or website address printed on the enclosed proxy card(s). Voting is quick and easy. Please vote as soon as possible to save the expense of additional solicitations.
To comply with the Trust’s By-Laws and applicable law with respect to the record date for an adjourned shareholder meeting, the Board of Trustees of the Trust (the “Board” or the “Trustees”) has established a new record date of February 5, 2019 (the “New Record Date”) for the adjourned Meeting. Only shareholders of record at the close of business on the New Record Date are entitled to notice of, and to vote at, the adjourned Meeting (and any further adjournments thereof). The information in this letter amends the enclosed Proxy Statement for the Special Meeting of Shareholders, dated November 30, 2018 (the “Proxy Statement”), and any other information about the Meeting. To the extent the information in the Proxy Statement has not been amended by this letter, such information remains applicable to this solicitation of proxies and the Meeting.
SA UNV NEW
The number of outstanding shares of each Fund, as of the close of business on the New Record Date, is included in Appendix A to this notice. As of the New Record Date: no shareholder owned, beneficially or of record, more than 5% of any Fund, except as provided in Appendix B; and the percentage of shares owned by the Trust’s Trustees and officers, individually and as a group, did not exceed 1% of the outstanding shares of any of the Funds.
If you have any questions about the proposals or the voting instructions, please call Broadridge Financial Solutions, Inc. toll free at (844) 670-2133.
Sincerely,
Alex Potts
President & CEO, SA Funds
- 2 -
Appendix A - Shares Outstanding
| Fund Name | Total Outstanding Shares as of the Record Date |
| SA U.S. Fixed Income Fund | 61,645,164.40 |
| SA International Value Fund | 63,431,188.80 |
| SA Global Fixed Income Fund | 77,384,470.35 |
| SA International Small Company Fund | 16,497,887.57 |
| SA U.S. Core Market Fund | 33,224,240.75 |
| SA Emerging Markets Value Fund | 21,965,712.68 |
| SA U.S. Value Fund | 34,864,568.43 |
| SA Real Estate Securities Fund | 16,312,927.11 |
| SA U.S. Small Company Fund | 16,277,509.55 |
| SA Worldwide Moderate Growth Fund | 3,488,171.00 |
- 3 -
Appendix B - Principal Holders
As of the New Record Date, the persons shown in the table below were known to the Funds to own, beneficially or of record, more than 5% of the outstanding shares of any Fund. The nature of ownership for each position listed is “of record.”
| SA U.S. Core Market Fund- Investor Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 3,017,611.234 | 40.71% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 2,222,378.877 | 29.98% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| TD Ameritrade Inc. For The | 554,604.719 | 7.48% |
| Exclusive Benefit of Our Clients | | |
| P.O. Box 2226 | | |
| Omaha, NE 68103-2226 | | |
| SA U.S. Value Fund- Investor Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 3,106,799.241 | 41.41% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 2,356,800.56 | 31.41% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| TD Ameritrade Inc. For The | 578,472.631 | 7.71% |
| Exclusive Benefit of Our Clients | | |
| P.O. Box 2226 | | |
| Omaha, NE 68103-2226 | | |
| SA U.S. Small Company Fund- Investor Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 1,423,303.758 | 40.61% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 1,142,379.945 | 32.59% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| TD Ameritrade Inc. For The | 264,270.064 | 7.54% |
| Exclusive Benefit of Our Clients | | |
| P.O. Box 2226 | | |
| Omaha, NE 68103-2226 | | |
- 4 -
| SA International Value Fund - Investor Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 5,350,444.532 | 43.21% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 4,005,127.456 | 32.34% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| TD Ameritrade Inc. For The | 776,147.036 | 6.27% |
| Exclusive Benefit of Our Clients | | |
| P.O. Box 2226 | | |
| Omaha, NE 68103-2226 | | |
| SA International Small Co Fund- Investor Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 1,469,002.266 | 42.21% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 1,090,315.92 | 31.33% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| TD Ameritrade Inc. For The | 245,632.716 | 7.06% |
| Exclusive Benefit of Our Clients | | |
| P.O. Box 2226 | | |
| Omaha, NE 68103-2226 | | |
| SA Global Fixed Income- Investor Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 6,466,701.128 | 43.07% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 5,208,948.874 | 34.69% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| TD Ameritrade Inc. For The | 808,972.269 | 5.39% |
| Exclusive Benefit of Our Clients | | |
| P.O. Box 2226 | | |
| Omaha, NE 68103-2226 | | |
- 5 -
| SA U.S. Fixed Income Fund- Investor Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 5,132,804.541 | 42.46% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 4,174,877.721 | 34.53% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| TD Ameritrade Inc. For The | 710,101.51 | 5.87% |
| Exclusive Benefit of Our Clients | | |
| P.O. Box 2226 | | |
| Omaha, NE 68103-2226 | | |
| SA Emerging Markets Value Fund- Investor Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 1,837,542.538 | 44.53% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 1,251,460.316 | 30.33% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| TD Ameritrade Inc. For The | 295,949.484 | 7.17% |
| Exclusive Benefit of Our Clients | | |
| P.O. Box 2226 | | |
| Omaha, NE 68103-2226 | | |
| SA Real Estate Securities Fund- Investor Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 1,454,510.911 | 44.03% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 999,880.519 | 30.27% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| TD Ameritrade Inc. For The | 267,892.992 | 8.11% |
| Exclusive Benefit of Our Clients | | |
| P.O. Box 2226 | | |
| Omaha, NE 68103-2226 | | |
- 6 -
| SA Worldwide Moderate Growth Fund |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 888,173.517 | 25.46% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 1,267,328.645 | 36.33% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| TD Ameritrade Inc. For The | 754,886.786 | 21.64% |
| Exclusive Benefit of Our Clients | | |
| P.O. Box 2226 | | |
| Omaha, NE 68103-2226 | | |
| SA U.S. Core Market Fund- Select Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 10,206,796.645 | 39.50% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 9,665,296.685 | 37.40% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| SA U.S. Value Fund- Select Share | | |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 11,204,962.453 | 40.91% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 9,966,342.868 | 36.38% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| SA U.S. Small Company Fund - Select Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 5,156,784.062 | 40.34% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 4,802,844.148 | 37.57% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
- 7 -
| SA International Value Fund- Select Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 20,752,486.786 | 40.61% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 18,890,678.544 | 36.97% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| SA International Small Company Fund- Select Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 5,751,222.336 | 44.13% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 5,054,618.413 | 38.79% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| SA Global Fixed Income Fund- Select Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 25,409,666.948 | 40.66% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 25,363,782.688 | 40.59% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| SA U.S. Fixed Income Fund- Select Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 20,258,192.99 | 40.77 |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 19,561,053.594 | 39.37 |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| SA Emerging Markets Value Fund- Select Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 7,416,477.492 | 41.53% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 6,068,726.735 | 33.98% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| National Financial Services LLC | 1,120,967.838 | 6.28% |
| 499 Washington Blvd. | | |
| Jersey City, NJ 07310-1995 | | |
- 8 -
| SA Real Estate Securities Fund- Select Share |
| Registration | Share Balance | % of Total Shares |
| Pershing LLC | 5,358,723.931 | 41.14% |
| 1 Pershing Plaza | | |
| Jersey City, NJ 07399-2052 | | |
| Charles Schwab & Co. Inc. | 4,636,508.197 | 35.59% |
| Special Custody Account For The | | |
| Exclusive Benefit of Customers | | |
| 211 Main St. | | |
| San Francisco, CA 94105-1905 | | |
| National Financial Services LLC | 651,820.983 | 5.00% |
| 499 Washington Blvd. | | |
| Jersey City, NJ 07310-1995 | | |
- 9 -
